UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 9, 2011

FORCE PROTECTION, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (843) 574-7000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On March 9, 2011, Force Protection, Inc. (the “Company”) held an investor conference call and webcast to discuss its results of operations and financial condition for the fourth quarter and year ended December 31, 2010 and to announce that its Board of Directors has authorized the repurchase of up to $20 million of the Company’s common stock.  The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

The information contained in this Item 2.02 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 7.01.   Regulation FD Disclosure.

On March 9, 2011, the Company held an investor conference call and webcast to discuss its results of operations and financial condition for the fourth quarter and year ended December 31, 2010 and to announce that its Board of Directors has authorized the repurchase of up to $20 million of the Company’s common stock.  The Company will host a conference call and webcast at 4:30 p.m. Eastern Time on Wednesday, March 9, 2011 to discuss its results of operations and financial condition, its business outlook and share repurchase program.

The information contained in this Item 7.01 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Safe Harbor Statement

This Current Report on Form 8-K contains certain forward-looking statements that are not historical facts, including statements about beliefs and expectations.  These statements are based on beliefs and assumptions of the Company’s management and on information currently available. These forward-looking statements include, among other statements: the growth, demand and interest for the Company’s services and products, including the Buffalo, Cougar, Ocelot and JAMMA vehicles; current backlog;  anticipated awards and expected deliveries of Ocelot vehicles; the effect of the LPPV award for future growth; expectations for future programs, including Land 121, TAPV and GAARV and the timing of proposals and awards; modernization and spares and sustainment contracts and the effect of operations in Afghanistan; the ability to meet current and future requirements; the Company’s execution of its business strategy and strategic transformation, including its development initiatives and opportunities to broaden its platform; the effect of the Company’s undefinitized contracts; the Company’s expected financial and operating results, including its revenues, cash flow and margins, for future periods; and the Company’s share repurchase program.  Examples of these factors include, but are not limited to, the ability to effectively manage the risk in the Company’s business; the ability to execute the Company’s strategic transformation; the ability to develop new technologies and products and the acceptance of these technologies and products; the ability to obtain new orders for our vehicles, products, and services; the impact of the rate of operations in Afghanistan; and other risks and factors and cautionary statements listed in the Company’s periodic reports filed with the SEC, including the risks set forth in the Company’s annual report on Form 10-K for the year ended December 31, 2010.

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Item 9.01   Financial Statements and Exhibits.

(d)  Exhibits

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT LIST

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